UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check
the appropriate box:
☒ |
Preliminary
Information Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
☐ |
Definitive
Information Statement |
SACKS
PARENTE GOLF, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Information Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
Title
of each class of securities to which transaction applies: |
|
|
|
|
(2) |
Aggregate
number of securities to which transaction applies: |
|
|
|
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
|
|
(4) |
Proposed
maximum aggregate value of transaction: |
|
|
|
|
(5) |
Total
fee paid: |
|
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
Amount
Previously Paid: |
|
|
|
|
(2) |
Form,
Schedule or Registration Statement No.: |
|
|
|
|
(3) |
Filing
Party: |
|
|
|
|
(4) |
Date
Filed: |
|
|
|
SACKS
PARENTE GOLF, INC.
NOTICE
OF ACTION TO BE TAKEN WITHOUT A MEETING
June
, 2024
Dear
Stockholders:
The
purpose of this letter and the enclosed Information Statement is to inform you that stockholders holding a majority of the voting power
of the common stock of Sacks Parente Golf, Inc. (the “Company”) have executed a written consent in lieu of a meeting to approve
an amendment to our certificate of incorporation to approve a reverse split of the Company’s outstanding common stock with a split
ratio of between 1-for-10 and 1-for-20, which will be determined by the Board of Directors in its sole discretion (the “Reverse
Split”).
Our
board of directors has authorized the amendment and stockholders holding a majority of the voting power of our common stock have executed
a written consent approving the amendment. The consent we have received constitutes the only stockholder approval required under Delaware
corporate law and our certificate of incorporation and bylaws, as presently in effect. Pursuant to Rule 14c-2 of the Securities Exchange
Act of 1934, as amended, this amendment will not become effective until at least 20 days after the accompanying information statement
has been distributed to the stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
Because
the written consent of holders of a majority of the voting power of our common stock approving the amendment satisfies all applicable
stockholder voting requirements, we are not asking you for a Proxy; please do not send us one. We are furnishing this Information Statement
to you solely to inform you of the approval of the amendment by the holders of a majority of the voting power of our common stock. No
action is required by you.
The
Information Statement is for information purposes only — Please read it carefully.
June , 2024 |
By
Order of the board of directors, |
|
|
|
/s/
GREGOR CAMPBELL |
|
Gregor
Campbell |
|
Executive
Chairman |
SACKS
PARENTE GOLF, INC.
551
Calle Sn Pablo
Camarillo,
CA 93072
INFORMATION
STATEMENT
June , 2024
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
General
Information
This
Information Statement is expected to be mailed on or about June , 2024, to the stockholders of record of Sacks Parente Golf, Inc. (the
“Company”), at the close of business on May 30, 2024 (the “Record Date”). This Information Statement is being
sent to you for information purposes only. No action is requested or required on your part.
This
Information Statement is being furnished to you to inform you that holders of shares representing a majority of the voting power of shares
of our securities have adopted, by written consent, resolutions authorizing us to take the following action (the “Proposal”):
Reverse
Split. To approve and adopt an amendment to the Company’s Certificate of Incorporation to effect a reverse split (the “Reverse
Split”) of the Company’s outstanding common stock with a split ratio of between 1-for-10 and 1-for-20, which will be determined
by the Board of Directors in its sole discretion.
We
will bear the expenses relating to this Information Statement, including expenses in connection with preparing and mailing this Information
Statement and all documents that now accompany or may in the future supplement it. We have asked brokers and other custodians, nominees
and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Only
one Information Statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. We will undertake to deliver promptly upon written or oral request a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make a written
or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the
address to which we should direct the additional copy of this Information Statement or by calling our principal executive offices at
[302-697-4590]. If multiple stockholders sharing an address have received one copy of this Information Statement and would prefer us
to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement and would prefer us to mail one
copy of future mailings to stockholders at the shared address, notification of that request may also be made by mail or telephone call
to our principal executive offices.
Forward
Looking Statements
This
Information Statement and other reports that we file with the SEC contain forward-looking statements about our business containing the
words “believes,” “anticipates,” “expects” and words of similar import. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different
from the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, stockholders are
cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, we have no duty to publicly
release information that updates the forward-looking statements contained in this Information Statement.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT: THIS INFORMATION STATEMENT WILL BE AVAILABLE ON THE COMPANY’S WEB
SITE AT WWW.BONEBIOLOGICS.COM
DISSENTERS’
RIGHT OF APPRAISAL
Under
Delaware law and our certificate of incorporation and bylaws, no stockholder has any right to dissent to the Proposal, and no stockholder
is entitled to appraisal of or payment for their shares of our stock.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date, our authorized capitalization consisted of 45,000,000 shares of common stock (the “Common Stock”), of
which 14,595,870 shares were issued and outstanding and 5,000,000 shares of Preferred Stock of which no shares are outstanding.
Each
share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.
CONSENTING
STOCKHOLDERS
The
approval of the Proposal requires the consent of the holders of a majority of the voting power of the Common Stock entitled to vote.
The Delaware General Corporation Law generally provides that any action required to be taken at any annual or special meeting of stockholders
of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted.
In
order to eliminate the costs and management time involved in soliciting and obtaining proxies to approve the Proposal and in order to
effectuate the Proposal as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of
Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority of the voting power
of the Company. Approval of the Proposal was obtained as of May 20, 2024 by written consent of the holder of shares representing 50.6%
of the voting power.
No
consideration was paid for the consent of any consenting stockholder.
The
following table sets forth the names of the holders of the Common Stock, the total number of votes that such holder voted in favor of
the Proposal and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:
Name of Voting Stockholder | |
Class of Stock | |
Number of
Shares held | | |
Number of
Votes held
by such
Stockholder | | |
Number of
Votes that
Voted in
Favor of the
Reverse Split | | |
Percentage of
the Voting
Equity that
Voted in
Favor of the
Reverse Split | |
Nippon Xport Ventures Inc. | |
Common Stock | |
| 7,253,236 | | |
| 7,253,236 | | |
| 7,253,236 | | |
| 49.69 | % |
Gregor Campbell | |
Common Stock | |
| 83,371 | | |
| 83,371 | | |
| 83,371 | | |
| .0057 | % |
Steve Handy | |
Common Stock | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| .0034 | % |
Total | |
| |
| 7,386,607 | | |
| 7,386,607 | | |
| 7,386,607 | | |
| 50.06 | % |
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock summarizes the material terms and provisions of the indicated securities. For the complete
terms of our Common Stock please refer to our Certificate of incorporation, and bylaws that we have filed with the SEC.
We
are authorized to issue 45,000,000 shares of Common Stock, $0.01 par value per share, and 5,000,000 shares of Preferred Stock, par value
$0.01.
Common
Stock
Voting.
Each holder of Common Stock shall have one vote in respect of each share of stock held of record on the books of the corporation for
the election of directors and on all matters submitted to a vote of our stockholders.
Dividends.
The holders of shares of Common Stock shall be entitled to receive, when and if declared by the board of directors, out of our assets
which are by law available for dividends, dividends payable in cash, property or shares of capital stock.
Dissolution,
Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of our affairs, holders of Common Stock shall be
entitled, unless otherwise provided by law or our articles of incorporation, including any certificate of designations for a series of
preferred stock, to receive all of our remaining assets of whatever kind available for distribution to stockholders ratably in proportion
to the number of shares of Common Stock held by them respectively.
Other
Rights and Restrictions. Holders of our Common Stock do not have preemptive rights, and they have no right to convert their Common Stock
into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of common stockholders
are subject to the rights of the stockholders of any series of preferred stock that are issued and outstanding or that we may issue in
the future.
Preferred
Stock
The
preferred stock may be issued in one or more series and our Board of Directors, without further approval from our stockholders, is authorized
to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and
restrictions relating to any series. Issuances of preferred stock, while providing flexibility in connection with possible financings,
acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common
stock.
APPROVAL
OF REVERSE SPLIT
Background
The
Board of Directors has the authority, but not the obligation, in its sole discretion and without any further action on the part of the
stockholders, to effect the Reverse Split within this range at any time it believes to be most advantageous to our Company and stockholders
in the next 12 months. The exact ratio of the Reverse Split, if effected, would be set at a whole number within the range as determined
by the Board of Directors in its sole discretion. The Reverse Split Amendment would not change the number of authorized shares of our
common stock and the par value of our common stock would remain at $0.01 per share.
The
Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
on December 5, 2023, notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq
was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing
on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum
Bid Price Requirement”).
In
accordance with Nasdaq Marketplace Rule 5810(c)(3)(A) ( the “Rule”), the Company had a period of 180 calendar days from the
date of notification, or until June 3, 2024, to regain compliance with the Minimum Bid Price Requirement, during which the stock will
continue to list on the Nasdaq. The Company did not regain compliance prior to the initial deadline of June 3,2024. On June 4,2024, the
Company received a staff determination letter (the “Determination Letter”) from the staff notifying the Company that it had
not regained compliance with the Bid Price Requirement by June 3,2024, and is not eligible for a second 180-day period due to the Company’s
failure to comply with the minimum stockholders equity initial listing requirement for the Nasdaq Capital Market. As described in the
Determination Letter, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s
securities would be subject to suspension/delisting. Accordingly, the Company has made a timely request for a hearing before the Panel.
The hearing request automatically stays any suspension or delisting pending the hearing and the expiration of any additional extension
period granted by the Panel following the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the authority
to grant an extension not to exceed 180 days from the date of the Determination Letter.
The
Reverse Stock Split would potentially increase our bid price such that we meet the Minimum Bid Requirement required for maintaining the
listing requirements for the Nasdaq Capital Market. We can provide no assurances that the Reverse Stock Split will have a long-term positive
effect on the market price of our common stock, or increase our ability to maintain listing for trading on Nasdaq.
We
believe that enabling our Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement
the Reverse Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, our
Board of Directors may consider, among other things, factors such as:
| ● | the
listing requirements of Nasdaq; |
| ● | the
historical trading price and trading volume of our common stock; |
| ● | the
number of outstanding shares of our common stock; |
| ● | the
then-prevailing trading price and trading volume of our common stock and the anticipated
impact of the Reverse Split on the trading market for our common stock; and |
| ● | prevailing
general market and economic conditions. |
Depending
on the ratio for the Reverse Split determined by our Board of Directors, no less than 10 and no more than 20 shares of existing issued
and outstanding common stock, as determined by our Board of Directors, will be combined into one share of common stock.
The
Board will retain the authority not to effect the Reverse Split even though it has already obtained stockholder approval. Thus, the Board,
at its discretion, may cause the filing of the Reverse Split Amendment to effect a Reverse Split or abandon it and effect no Reverse
Split if it determines that such action is not in the best interests of our Company and stockholders.
Effects
of the Reverse Stock Split
As
of May 30 2024, the Company had 14,595,870 shares of its Common Stock issued and outstanding. Depending on the ratio for the Reverse
Split determined by our Board, a minimum of 10 and a maximum of 20 shares of existing Common Stock will be combined into one new share
of Common Stock. The table below shows, as of May 30, 2024 the number of outstanding shares of Common Stock that would result from the
listed hypothetical Reverse Split ratios (without giving effect to the treatment of fractional shares):
Reverse
Split Ratio |
|
Approximate
Number of Outstanding Shares of Common Stock Following the Reverse Split |
1-for-10 |
|
1,459,587 |
1-for-20 |
|
729,794 |
The
Reverse Split will not affect any stockholder’s percentage ownership interest in our Company, except as described below in “Fractional
Shares.” Record holders of our common stock otherwise entitled to a fractional share as a result of the Reverse Split because they
hold a number of shares not evenly divisible by the Reverse Split Ratio will automatically be entitled to receive an additional fraction
of a share of our common stock to round up to the next whole share. In addition, the Reverse Split will not affect any stockholder’s
proportionate voting power (subject to the treatment of fractional shares as discussed herein).
The
Reverse Split will not change the terms of our common stock. After the Reverse Split, the shares of our common stock will have the same
voting rights and rights to dividends and distributions and will be identical in all other respects to our common stock now authorized.
Our common stock will remain fully paid and non-assessable.
After
the effective time of the Reverse Split, we will continue to be subject to the periodic reporting and other requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Reverse Split is not intended as, and will not have the effect
of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.
After
the Effective Time of a Reverse Split, the post-split market price of our common stock may be less than the pre-split price multiplied
by the Reverse Split Ratio. In addition, a reduction in the number of shares of our common stock outstanding may impair the liquidity
for our common stock, which may reduce the value of our common stock.
The
availability of a substantial number of authorized but unissued shares of our common stock resulting from the Reverse Split, under various
scenarios, may be construed as having an anti-takeover effect by permitting the issuance of shares of our common stock to purchasers
who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions in our Certificate of Incorporation
or bylaws as then in effect. The proposal to effectuate the Reverse Split did not result from our knowledge of any specific effort to
accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management
or otherwise, and our Board of Directors did not authorize the Reverse Split to increase the authorized shares of our common stock to
enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board of Directors.
In
addition, the Reverse Split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders
who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in
effecting such sales. Consequently, there can be no assurance that the Reverse Split will achieve the desired results that have been
outlined above.
Additional
Risks Associated with the Reverse Split
There
can be no assurance that the market value per share of our common stock after the Reverse Split will increase and/or remain higher than
the current market value per share of our common stock at any time or for any period of time after the Reverse Split or that our total
market capitalization after the Reverse Split will be equal to or greater than our total market capitalization before the Reverse Split.
There
can be no assurance that the market value per share of our common stock after the Reverse Split will be increased by a multiple equal
to the Reverse Split ratio, or increase at all, or remain constant in proportion to the reduction in the number of outstanding shares
of our common stock immediately prior to the Reverse Split or any increase in the market per share of our common stock after the Reverse
Split. Accordingly, our total market capitalization after the Reverse Split could be lower than our total market capitalization before
the Reverse Split and, in the future, the market value per share of our common stock after the Reverse Split may not exceed and/or remain
higher than the current market value per share of our common stock immediately prior to the Reverse Split. In many cases, the total market
capitalization of a company immediately after a Reverse Split is lower than the total market capitalization immediately prior to the
Reverse Split.
While
we believe that a higher stock price may help generate investor interest in our common stock, the Reverse Split may not result in a stock
price that will attract institutional investors or investment funds or satisfy the investing guidelines of institutional investors or
investment funds. A decline in the market price of our common stock after the Reverse Split may result in a greater percentage decline
than would occur in the absence of the Reverse Split. The market price of our common stock is also based on our performance and other
factors, which are unrelated to the number of shares of common stock outstanding.
Implementation
of the Reverse Split
The
Reverse Split, if effected, would become effective upon the filing (the “Effective Time”) of the Reverse Split Amendment
with the Office of the Secretary of State of the State of Delaware. The Reverse Split Amendment will implement the exchange ratio (of
not less than 1-for-10 nor more than 1-for-20) as determined by the Board of Directors prior to the Effective Time. The exact timing
of the filing of the Reverse Split Amendment will be determined by our Board of Directors based on its evaluation as to when such action
will be the most advantageous to the Company and our stockholders. In addition, our Board of Directors reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Split if, at any time prior
to filing the Reverse Split Amendment, our Board, in its sole discretion, determines that it is no longer in our best interest and the
best interests of our stockholders to proceed with the Reverse Split.
As
soon as practicable after the effective date, stockholders will be notified that the Reverse Split has been effected. Our transfer agent
will act as exchange agent for the Reverse Split for purposes of implementing the exchange of stock certificates. Holders of old shares
may (but will not be required to) surrender to the exchange agent certificates representing old shares in exchange for certificates representing
new shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our transfer agent. No new
certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s)
together with the properly completed and executed letter of transmittal to the exchange agent. Stockholders should not destroy any stock
certificate and should not submit any certificates until requested to do so.
Payment
for Fractional Shares
We
will not issue any fractional shares in connection with the Reverse Split. Instead, any fractional share resulting from the Reverse Split
will be rounded up to the nearest whole share.
U.S.
Federal Income Tax Consequences
The
following is a summary of important U.S. federal tax considerations of the proposed Reverse Split. It addresses only stockholders who
hold the pre-Reverse Split shares and post-Reverse Split shares as capital assets. It does not purport to be complete and does not address
stockholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities,
mutual funds, foreign stockholders, stockholders who hold the pre-Reverse Split shares as part of a straddle, hedge or conversion transaction,
stockholders who hold the pre-Reverse Split shares as qualified small business stock within the meaning of Section 1202 of the Internal
Revenue Code of 1986, as amended, or the Code, stockholders who are subject to the alternative minimum tax provisions of the Code and
stockholders who acquired their pre-Reverse Split shares pursuant to the exercise of employee stock options or otherwise as compensation.
This
summary is based upon current law, which may change, possibly even retroactively. It does not address tax considerations under state,
local, foreign and other laws. We have not obtained a ruling from the Internal Revenue Service or an opinion of legal or tax counsel
with respect to the consequences of the Reverse Split.
ACCORDINGLY,
ALL STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM
OF THE REVERSE SPLIT.
We
believe that a stockholder generally will not recognize gain or loss on the Reverse Split. The aggregate tax basis of the post-Split
shares received will be equal to the aggregate tax basis of the presplit shares exchanged therefor, and the holding period of the post-Split
shares received will include the holding period of the pre-Split shares exchanged. No gain or loss will be recognized by us as a result
of the Reverse Split.
INTERESTS
OF CERTAIN PERSONS IN THE PROPOSAL
Except
as described below, no director, executive officer, associate of any director or executive officer, or any other person has any substantial
interest, direct or indirect, by security holdings or otherwise, in the Proposal to which is not shared by all other holders of the Company’s
Common Stock. See “Stockholdings of Certain Beneficial Owners, Directors and Management.” Akinobu Yorihiro is a director
of the Company and Chief Technology Officer. Mr. Yorihiro is the beneficial owner of 7,253,236 shares and 807,232 shares issuable upon
exercise of vested options of the Company as described in the table below. Greg Campbell is Executive Chairman of the Company and beneficial
owner of 83,371 shares and 96,444 shares issuable upon the exercise of vested options of the Company as described in the table below.
Steve Handy is the Chief Financial Officer of the Company and is the beneficial owner of 50,000 shares and 170,000 shares issuable upon
exercise of vested options as described in the table below.
STOCKHOLDINGS
OF CERTAIN
BENEFICIAL
OWNERS, DIRECTORS AND EXECUTIVE OFFICERS
The
following table sets forth information with respect to the beneficial ownership of the Company’s Common Stock as of May 30, 2024
by each person or group of affiliated persons known to the Company to beneficially own 5% or more of its Common Stock, each director,
each named executive officer, and all of its directors and named executive officers as a group.
Name
of Beneficial Owner or Identity of Group | |
Shares | | |
Percentage | |
| |
| | |
| |
5%
or greater stockholders: | |
| | | |
| | |
| |
| | | |
| | |
Nippon
Xport Ventures, Inc. | |
| 7,253,236 | | |
| 49.69 | % |
| |
| | | |
| | |
Timothy
Triplett, former Chief Executive Officer and Director | |
| 7,253,236 | (1)(3) | |
| 49.69 | % |
| |
| | | |
| | |
Parcks
Design LLC | |
| 917,075 | | |
| 6.28 | % |
| |
| | | |
| | |
Executive
Officers and Directors: | |
| | | |
| | |
| |
| | | |
| | |
Akinobu
Yorihiro, Chief Technology Officer and Director | |
| 8,060,468 | (2)
| |
| 51.17 | % |
| |
| | | |
| | |
Steve
Handy, Chief Financial Officer | |
| 220,000 | (4)
| |
| 1.40 | % |
| |
| | | |
| | |
Greg
Campbell, Executive Chairman | |
| 179,815 | (5)
| |
| 1.14 | % |
| |
| | | |
| | |
Jane
Casanta, Director | |
| 7,778 | (6)
| |
| 0.05 | % |
| |
| | | |
| | |
Brett
Hoge, Director | |
| 333,203 | (7)
| |
| 2.12 | % |
| |
| | | |
| | |
Dottie
Pepper, Director | |
| 38,056 | (8)
| |
| 0.24 | % |
| |
| | | |
| | |
Total
Officers and Directors as a Group (6 persons) | |
| 8,839,319 | | |
| 56.11 | % |
(1) |
|
Mr.
Triplett resigned as a Company director and Chief Executive Officer on December 31, 2023. |
|
|
|
(2) |
|
The
shares consist of 7,253,236 shares owned by Nippon Xport Ventures, Inc., with respect to which Mr. Yorihiro is a 50% stockholder.
Mr. Yorihiro and Mr. Triplett are deemed to share ownership of such shares. The shares also include options to purchase 807,232 shares
all of which have vested. |
|
|
|
(3) |
|
The
shares consist of 7,253,236 shares owned by Nippon Xport Ventures, Inc., with respect to which Mr. Triplett is a 50% stockholder.
Mr. Yorihiro and Mr. Triplett are deemed to share ownership of such shares. |
|
|
|
(4) |
|
Includes
50,000 shares owned and vested options to purchase 170,000 shares. |
|
|
|
(5) |
|
Includes
83,371 shares owned and vested options to purchase 96,444 shares. |
(6) |
|
Includes
vested options to purchase 7,778 shares. |
|
|
|
(7) |
|
Includes
295,147 shares owned and vested options to purchase 38,056 shares. |
|
|
|
(8) |
|
Includes
vested options to purchase 38,056 shares. |
|
|
|
PROPOSALS
BY SECURITY HOLDERS
As
of the date of this Information Statement, no proposals have been received by the Company.
ADDITIONAL
INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith,
we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters.
Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E., Washington,
D.C. 20549 or may be accessed at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling
the SEC at 1-800-SEC-0330.
We
will provide, upon request and without charge, to each stockholder receiving this Information Statement a copy of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 including the financial statements, as filed with the SEC. You are encouraged to
review the Annual Report and any subsequent information we filed or will file with the SEC and other publicly available information.
June
, 2024 |
By
Order of the board of directors, |
|
|
|
/s/
GREGOR CAMPBELL |
|
Gregor
Campbell |
|
Executive
Chairman |
Appendix
A
SACKS
PARENTE GOLF, INC.
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
Sacks
Parente Golf, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the
Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
FIRST:
Article IV of the Corporation’s Certificate of Incorporation, filed with the Secretary of State of Delaware on _____, shall be
amended to add the following paragraph to Article IV:
“Upon
the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate
of Amendment to the Certificate of Incorporation of the Corporation, each ____shares of Common Stock issued and outstanding immediately
prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and
converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in
connection with the Reverse Stock Split. No certificates representing fractional shares of Common Stock shall be issued in connection
with the Reverse Stock Split and all certificates that otherwise would represent fractional shares shall be rounded up to the next whole
share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”)
shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate
shall have been combined, subject to the elimination of fractional share interests as described above.”
SECOND:
This Certificate of Amendment shall become effective on _____2024 at 4:00 PM.
THIRD:
This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of ______, 2024.
|
Sacks
Parente Golf, Inc. |
|
|
|
|
By: |
/s/
Gregor Campbell |
|
Name: |
Gregor
Campbell |
|
Title: |
Executive
Chairman |
Sacks Parente Golf (NASDAQ:SPGC)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Sacks Parente Golf (NASDAQ:SPGC)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024